Ultimate Spider-Man: Crisis of the Multiverse
by Soron66
Summary: Ben 10 finds himself in the MARVEL universe and helps Spider-Man, and Iron man save the multiverse alongside Soron McLeod(the creator of the Megatrix). Will Ben succeed? Will Soron continue being an omnitrix bearer? Will Thanos get his prize. to find out you have to read my story.
1. Prologue

Ultimate Spider-Man: Crisis of the Multiverse

Written and edited by Soron66

 _I don't own anything in this unless they've never been in any of the franchises_ (some prick decided to give me shit for writing stories the way i do. only moving the title and disclaimer the the first fucking story content page to relieve me of this fucking bullshit.)

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Prologue

"Bring me the strongest of all devices Loki. Search throughout the multiverse if you have to. Should you fail I'll send another to get it for me, and you won't like what happens when I do. This is your chance to prove that you deserve to rule earth." said a menacing voice. Then Loki replied, "I will do as you ask, but because I want to not because you told me. I bow to no one, not even you Thanos." Then Loki's astral projection vanished and Thanos grunted in irritation and muttered, "Pathetic insect. I'll kill him as soon as the job's done."

Meanwhile in another universe a heated battle was happening. Ben, Gwen, and Kevin were knocked on their butts, but immediately got back up. "Tennyson. If you're going to do something, get it done. This alien is really tough and Gwen's mana attacks aren't doing anything. You're the only one with a chance against it." Kevin said urgently and Ben groaned as hereplied, "Why is it always me? Ah well it's...ah forget it." Then he slammed his hand down on the ultimatrix and transformed. Once the transformation was done Ben yelled, "RAAAAATH. Huh, I was going for Humungousaur. Whatever, Rath will work." Then Rath turned and looked at the alien and shouted, "Let me tell you something ugly. Rath is going to tie all of your tentacles around your limbs and then throw you into the ocean." Then Rath jumped at the alien and was tossed away by the alien's tentacle. "Gah! You did not just hit Rath! I'm going to hit you again and again with this lamppost till you cry uncle!" Unfortunately Rath was useless against the creature and was again knocked down. Rath kept at it again and again till Rath yelled, "Ok that's it! You're going to taste the scaly hide of…" Then he slammed the ultimatrix's symbol and transformed again.

After he was done he roared, "Humungousaur! Now, you're in trouble." As he ran towards the alien Kevin remarked, "Wow he finished. that sentence in a way much cooler than his usual lame ways." Gwen didn't even hear him and saw something coming up from behind Ben. "Ben! Dodge to the right!" Gwen yelled suddenly, and the alien was knocked back just as Ben did that. While the alien was still in a daze they saw that he had a scorpion like tail. Ben smirked and immediately grabbed it and slammed the alien into buildings, and the road over again. After Ben had finished the alien collapsed indicating it was down. Ben looked down and Gwen and asked, "Can you sense if it's playing dead or actually unconscious?" Gwen tried, but unfortunately all of her powers including her senses were useless when it concerned the alien. She shook her head no.

"I can assure you that the alien is down, but that's not important right now. The most important thing is to prepare yourself Ben." said a voice. Everyone turned around and saw Prof. Paradox. "Professor Paradox." they all exclaimed. "Hello all." Paradox replied cheerfully. As he transformed back to human Ben caught up to what Paradox had said before and asked, "What do you mean prepare? Prepare for what?" Paradox looked at him gravely and said, "You know the rules Ben. However, it is imperative you know this. Whatever you may think is wrong. What you will see is real. Don't be so rash when you arrive. The locals won't be too fond of you if you do. I can't say if they'll grow to like you like your friend Rex did when you went to his universe and I must go now. Your cousin and best friend will be coming along with me. We'll deliver the zeposendousian to the plumbers. Good luck." Then, Professor Paradox teleported himself, Gwen, Kevin, and the alien away right before a type of portal showed up behind Ben and he was sucked in.


	2. Chapter 1: Stranger Danger

For those of you who found some issues with the prologue, here's some explanations for them. I didn't put a reaction to ben getting sucked through the portal, because it happened too quick for him to react. I will put one in chapter one though. Also, for the reaction(or whatever i neglected to put) concerning the defeat of the alien monster, I didn't put one cause Ben asking Gwen to sense if it truly was defeated seemed like an obvious reaction to the creature. After all it was a difficult enemy to beat. I hope this cleared things up for you guys.

Chapter 1: Stranger Danger

Spider-Man swung to the top of a building and heard a beeping on his S.H.I.E.L.D issue comlink. He groaned and clicked it off, then turned to the readers and said, "Hey guys. How's your year going? Mine is just dandy. First getting betrayed by Scarlet Spider, but at least he's back on the good side. Anyway, today I kept getting splashed on by sewer water, while swinging through Manhattan. Don't ask me how that's possible, cause not even I don't know. Now I have to burn this suit and make a new one, ugh. Well, I guess it's time to head home and get some supper." As soon as he said that the com started beeping again, and he rolled his eyes as he braced himself for the lecture from Fury. "Finally. Now get to the Triskelion and prepare for debriefing. Oh and Spider-Man.." Spidey interrupted, "Yes Nikkie?" Fury narrowed his one eye and continued, "You ignore my calls and insult me again, i'll demote you to janitor." Spider-Man made a monkey screech at that then said, "Sure thing Olaf One-Eye….uh I mean sir, Director, Mister Fury…." Fury merely rolled his eyes and sighed in exasperation right before cutting the connection. Spider-Man turned to the readers and said, "Guess getting a shower's out of the question. Let's go get bored out of our minds." said Spider-Man right as he swung off in the direction of the Triskelion.

Meanwhile, a portal opened up in an alley and Ben fell through the portal onto his back. "Owwww. What just happened, wait where am I? How did I get here, wherever here is." He cautiously wandered out of the alley since he saw that the portal had closed. He looked around and thought, _well the easiest way to figure out where I am is to go Fasttrack do what he does best. Run around till i find something to…_ right before seeing a newspaper on the ground. He picked it up and saw that it said Daily Bugle at the top and had a picture of some people in costumes under a headline saying. **M** **ore Menaces for New York?**. Ben put the newspaper down and said to himself, "Well, I'm definitely not in Bellwood anymore." He snuck back into the alley and turned to Fasttrack and slammed down on the ultimatrix again, but transformed into Big Chill. "BIG CHILL? I wanted Fasttrack, or at least Accelerate not a giant bug with a cold breath. Ah well, at least people won't see me when I go intangible." As he went intangible he flew out of the alley, but didn't notice someone staring at him as he flew away.

"Now that's interesting. Better follow that thing and see what it's up to. F.R.I.D.A.Y scan that thing while we follow it. See if it has the same frequency that brought us here." F.R.I.D.A.Y responded, "Already on it sir." Then the creature turned immediately flew towards a building and vanished into it. Iron Man scanned it then looked around to see if it had popped up anywhere then as he turned to look behind him it was coming straight for him. "What's the percentage of preventing something intangible from going through my suit?" F.R.I.D.A.Y said, "0%. Shall I call anyone in case you get injured?" Iron Man had no time to respond as the creature flew through him and ice formed around him. As he was falling he rushed, "F.R.I.D.A.Y flares, unibeam, anything!" Then the ice melted as the suit heated up. Iron Man said, "Thanks." Then took off after the creature, but stopped when he saw that it had vanished. "What the heck was that thing?" Iron Man Asked to nobody in particular. Then flew back to Avengers tower.

Meanwhile Spider-man had nodded off during the meeting and was joy buzzed by Nova and woke up. He turned a glare towards Nova and Nova merely smirked, which Spidey rolled his eyes and looked away. "-right here. Now you all know what to do. Actually most of you know what to do, because some of you were nodding off during the briefing." Fury was saying as he looked directly at Spidey, causing him to shrink back into the group that left and allowed Fury to look at spidey raising one eyebrow. Spidey immediately headed to leave, but fury said, "Hold it Spider-Man. We're going to have a chat." At this spidey gulped and slowly walked to fury putting on a brave face...mask...whatever. Fury looked at him for a few second then said, "You keep nodding off during briefings? Why? Do you want to cause mayhem, and risk civilian life?" Spidey calmly said, "No. It's just more enjoyable this way. Why did you start briefing people anyway?" Fury replied curtly, "Because the government can't have superheroes work the way they want to anymore. Too much of a risk. They even started turning the Avengers into an official government taskforce. They even restricted the Hulk to fighting when things are too much for the rest of the team. I don't like this anymore than you do. If I didn't come back and accept this they would've put someone in charge that you and I both hate." Spidey's eyes widened and said, "No not Jonah!" Fury merely nodded, and Spider-Man monkey screeched. Spidey promised to pay more attention in the future, and Fury merely turned to the screen not believing Spidey for a second.

As Spider-Man and Scarlet were web swinging their spider senses tingled and they immediately let go and then shot a web to a roof and landed . they looked around, and shrugged their shoulders when they thought that their spider senses were on the fritz. Then they continued on their way while an unseen creature stared at them. "Interesting. They might come in handy. Might be able to get on their good grace's with Spider-Monkey." said Big Chill. Then he flew to follow them. As the two Spiders arrived at their objective they each pulled out some scanners and started scanning about, but found nothing. Spidey activated his comlink and reported, "Nothing on our end. How goes it on your end?" Danny replied, "I can sense the energy, but I can not place it's origin. It's also faint, and seems like it is in two places at once, but both sets are fading." Spidey asked him where the second one was and Danny gave him the street. Scarlet remarked, "That's pretty specific." Danny replied, "I looked at a map shown by Iron Spider." Scarlet backed down agreeing with Danny. Spider-Man then said hurriedly, "Uh Scarlet that street is where we are." Scarlet immediately popped out his wrist claws and Spider-Man immediately got ready and looked around.

Then they heard a noise and turned around. They blinked their eyes in confusion, because what they saw was a four eyed, and six legged monkey. "Oooh ooh. Who are you guys? I'm Spider-Monkey." Scarlet started laughing and Spider-Monkey narrowed his eyes and said, "That's not very nice. Laugh at this!" Then shot some web at Scarlet Spider and stuck him to a wall. Spider-Man immediately shot web balls at Spider-Monkey, but Spider- Monkey was fast enough to evade them. Spider-Man kept at it, but decided to switch it up a knot and decided to shot a web ball at a ladder above Spider-Monkey. Then Spider-Monkey screeched and immediately slammed his symbol and transformed into a slimy one. "Gooooop!" shouted Goop, and the ladder fell through him. Spider-Man widened his eyes and looked at the ladder then at Goop over again till he shook his head. As he looked back at where Goop was he sensed something about to attack him, but was wrapped up in goop before he could react and was sent onto his back. "Why did you attack Spider-Monkey? Spider monkey was merely punishing your red friend for laughing at his name." Goop said in a garble-y way only a goopian could speak. Spider-man didn't even hear the question and asked, "What kind of creature are you? How are you able to become one thing then the next?" Goop grinned in a goopey fashion and said, "That'd be telling. Adios spider-humans." then he slimed into a sewer grate just as Danny, Nova, Iron Spider, and Agent Venom showed up with White Tiger and Kid Arachnid a few seconds later. Nova looked at Scarlet and back to Spider-Man and asked dumbstruck, "What..How…" Spider-Man said honestly, "I have no idea."

Iron Man showed up later and cut Scarlet out, and volunteered to help them track this thing down. Spider-Man asked with curiosity, "Why would you want to help Iron Man? This isn't normally your thing." Iron Man said, "Maybe so, but I've interacted with a strange creature earlier and it could go intangible and invisible. I was able to see it though, and I suppose it felt threatened by that so it attacked and froze my armor. Thankfully I was able to melt the ice from the inside before we fell ten stories to the pavement. In any case you need my help, because I can track the frequency faster than S.H.I.E.L.D." Danny said with confusion, "The energy is gone though. How can you track it if it's vanished?" Iron Man said, "I didn't say energy, though there have been some spikes of energy. I said frequency." Iron Man and Spider-Man's team went to the Triskelion, but never noticed someone keeping a close eye on them. "This is going to be fun. Though to spice this up a little I think I shall search the multiverse for another person and see if there's a weapon stronger than the changeling's." said Loki with an evil grin back on Jotunheim.


	3. Chapter 2: Double Stranger Double Danger

Chapter 2: Double Stranger Double Danger

Fury and Stark were arguing with each other while Spider-Man was quietly heading to the door. He didn't get very far when Fury yelled, "Just where do you think you're going Spider-Man?!" Stark shouted furiously, "Don't yell at the kid Fury!" Fury rounded on Stark and asked angrily, "Why not? He failed his mission! He let that creature escape!" Stark calmly said, "That creature is beyond anything even the Avengers have faced Fury. I have more experience and even I lost it." Fury scoffed, "Of course you did." and turned to walk away. Stark raised his voice a little and asked, "What's that supposed to mean Fury?" but Fury ignored him and left the room. Spidey was nervously standing near a wall when stark walked to him. "I'm not angry at you Spidey. Fury just gets to me, just like Jonah gets to you." Spider-Man calmed down a tiny bit and said, "Now that you know Director grumpy is in charge of the operation, you gonna stick around?" Stark thought for a few seconds and said, "For now, yes. Us Avengers gotta stick together after all." Spider-Man looked at Stark and said, "Us Avengers? I'm not an Avenger. I turned it down. I have my own team that needs me after all." Stark laughed and said, "Once an Avenger, always an Avenger. I'm going to Avengers tower. Anymore hours near Fury and I'll blow a gasket...again. See ya kid."

Meanwhile another portal appeared and someone in a leather jacket with Punisher's symbol stepped out. "Inter-dimensional travel successful. Recharge cycle activated." said a mechanical voice. The man looked around and said while heading to the exit, "An alley…. Just great. Why is it always an alley?" He looked around again and saw people milling about, and then heard a siren. He looked suddenly to the left and saw a cop car rushing towards him. "Shit." said the man before running back into the alley. He looked around and saw a ladder, but was unable to jump to it. The police cruiser blocked the exit and the cop popped out shouting, "NYPD Freeze!" The man sighed and put his arms up in surrender. The cop shouted, "Hands on your head!" As the man complied the cop came behind him and got out his cuffs and said, "You have the right to remain silent. You have the right to an attorney. You-" the man headbutted him in reverse and took his keys, then ran to the cruiser and smirked at the cop as he drove away.

Spider-Man turned when he saw a cruiser behind chased by other cruisers when he said, "Here's some normalcy." Then he swung down till he was on the hood of the car and the driver skidded the car to the right then got out and ran down another alley and switched the dial on his watch till he came to the one he liked and slammed down on it. A golden light flashed and when Spider-Man entered he saw a tiger that screamed, "RAAAAATH!" Spider-Man raised an eyebrow and said, "Hey where'd the guy who was driving the car go?" The tiger looked at him and said, "Let me tell you something bug boy. You come after Rath, you get the claw!" Then he leaped at Spidey, which Spidey dodged by leaning back like Neo in Matrix. Rath turned around and shouted, "Nobody dodges Rath! Nobody!" Then he attacked Spidey, but spidey managed to web him to a wall. Rath yelled, "Silly string! Nobody shoots silly string at Rath and gets away with it!" Spidey yelled, "Calm down Tony. Everyone agrees that corn flakes are great." Rath stared at Spidey for a few seconds then shouted, "I'm not Tony the tiger! I'm Rath! Get it right spider brain!" Spidey shrugged and web swung away then returned. He looked at the symbol on Rath's chest and asked, "Hey didn't I fight you when you were a six legged four eyed monkey that shoots webs that turned into a slimy thing before?" Rath looked at him and shouted "What are you talking about web for brains?! I never fought you before now! You've got me mistaken for someone else!" Spidey turned on his comlink and said, "I got another creature here. He's all webbed up, so we can question him." Fury replied with surprise on his face and said, "Really? Is it the same one or a new one?" Spidey said, "Dunno. Could be the same, could be different." then Fury told him to stay on stand by.

Meanwhile Ben popped out of the sewers then went into an alley and switched to fast track and went running around to learn more things about this universe. After a few seconds he saw a news footage that showed Rath being beat by the Spider guy. "Looks like this guy needs my help. Time to run to the rescue." When he got there he was too late, and decided to follow the helicopters at a distance/ He changed to Big Chill to stay hidden from them, but after a few miles he was ran into, and was dragged to a building. He managed to phase through it alongside his attacker. When they had landed his attacker had him pushed against the wall. He looked at his attacker and say that he head a pink-ish face with a yellow gem in the forehead. "I ask that you remain calm sir. I have no desire to harm you." said the strange man. Big Chill thought for a few seconds then said, "I'd rather chill." and blew ice at the stranger. The stranger didn't let go however and Big Chill took a chance and changed to Goop again. "Looks like you're out of luck, mr. pinkface" said Goop after sliming out of the stranger's grasp. The pink faced man then turned around and said, "My name is Vision. Who are you?" Goop said, "Why I'm Goop."

Then he was blasted through the back, and his sliminess slimed back together. "That actually hurt. Who did-" said Goop before turning and seeing Iron Man. Iron Man said, "So it's you. Just what are you?" Goop ignored him and slimed away, but before he could get anywhere he was frozen by a trick arrow. "That was too easy Stark. Thought you said this was going to be fun." said Hawkeye who was above them then Iron man said, "He was a lot more difficult last time. Hey what's this?" He picked up a small device and scanned it, but his scanners only told him that it had a small gravitational field. He had Vision take Goop back to Avengers tower and place him in the cell. He took the device and went in the same direction and called Fury along the way. "I've got the creature Fury. I'm taking it to Avengers Tower. We'll interrogate it, because I'm sure we don't need your techniques that are reserved for war. This isn't a war, it's just a mystery." Before Fury could respond angrily he ended the call and flew in silence the rest of the way to Avengers Tower.

Fury walked into Rath's interrogation room and asked him, "Rath is it? What is your purpose here?" Rath shouted back, "Rath's purpose is Rath's business, not yours! Now let Rath go cyclops!" Fury narrowed his eyes and said, "You're in no position to give orders Tigger." Rath yelled, "Do I look like a pacifist tiger that loves bouncing on his tail!? No! I'm Rath so call me Rath!" Fury ignored him and demanded, "How did you get here? How many of you are there? Is this an invasion? Tell me the truth!" Rath shouted, "Invasion? Are you as dumb as you look? There's no invasion!" Fury was about to yell back when a beeping sounded and a flash of silver occurred and in Rath's place was a man with a leather jacket that had Punisher's symbol on it. Fury's eyes widened and opened his mouth dumbstruck. The man said, "I'll tell you what I can but tell me why a cop decided to try to arrest me for no reason. Also, I'd like to be free of these cuffs." Fury shook his head then said, "Sir, how do you not know why a cop tried to arrest you when you're wearing Frank Castle's symbol? Only one who ever wears that is him. You're not Frank, but many don't know that." The man said, "That's hard to explain."

Meanwhile, the Avengers were interrogating goop, but weren't getting anywhere. Goop suggested, "If you give me my gravitational stabilizer I'll change back to normal." Tony scoffed and said, "Yeah right. You'd probably change to something else." Natasha then interceded, "Why not give it a chance. I personally can't interrogate a living jello all over our cell." Tony sighed and said, "Fine. Don't blame me if he does escape." Then he gave Goop the device and Goop reformed and transformed into Humungousaur. "Humungousaur!" Ben yelled. Then broke the cell wide open and said, "You should've taken his advice little girl." All of a sudden a big green thing slammed into him. They smashed through walls till they reached the one leading to the outside. "HULK SMASH DINO GUY!" shouted Hulk. Then punched Ben through the wall and Ben fell down into the street. Hulk followed and punched Ben's face into the street as he landed. "You're not so tough Dino guy." After Ben kicked him off he smirked and said, "You think?" Then he grew and some horns sprouted from his head till the tip of his tail. Hulk merely smiled and said, "This is gonna be fun." Tony said, "Oh dear. That's not good. Looks like i'm gonna have to get in my Hulkbuster armor. Nat, Clint go ensure that the civilians aren't in our way. Cap. You and I are going to help hulk, as Nat and Clint swung down to the street Cap went to the stairs. Tony put on his suit and flew out while calling the Hulkbuster armor.

 **Sorry for the cliffhanger guys, couldn't resist. I feel the same about cliffhangers, but have to keep you guys wanting more. Also thanks for all the support in this story.**


	4. Chapter 3: Megatrix vs the Ultimatrix

I'm sorry that I'm having heroes from other dimensions fight, but right now Ben is being stubborn. Unlike the Megatrix user he's more of a fighter than a thinker. After all the Megatrix user did create the Megatrix, so of course he'd be smart enough to work with them, even if he doesn't like them. Don't worry after the Megatrix kicks Ben's ass Ben will listen to them and not fight them at all. I had to have a hulk vs Humungousaur fight.

Chapter 3: The Megatrix vs the Ultimatrix

Humungousaur stared down at Hulk then Humungousaur swung at Hulk, and Hulk grabbed his fist then bent his fist backwards which caused Humungousaur to kneel. Then Hulk delivered a powerful uppercut and sent Humungousaur flying away. When he landed he got up and climbed out of the crater and saw Hulk falling down to the ground. "So it looks like This green monster is stronger than Humungousaur." said Humungousaur right before Hulk landed and said, "I'm gonna beat you to a pulp dino-guy." Humungousaur smiled and said, "You think." then slammed his emblem and yelled, "Ultimate Humungousaur!" Hulk's smile faltered a little bit then he asked, "What's the difference between dino-guy and this one?" Ultimate Humungousaur said with a smirk, "Let me show you." Before he could attack Hulk swung at Humungousaur, but Humungousaur caught it and asked, "Do you like ragdolls?" Humungousaur swung then slammed Hulk onto the ground again and again then threw him through a building and charged after him. Hulk got up and swung both fists into Ultimate Humungousaur which caused Ultimate Humungousaur to go flying off crashing through buildings.

Ultimate Humungousaur got up then punched Hulk and sent him flying off right before something big rammed into him which sent him flying a few steps. Ultimate Humungousaur turned to look at his attacker then asked, "Who the heck are you tin man?" Hulkbuster looked at him then said, "I'm Iron Man, and I'm going to take you down whatever you are." Ultimate Humungousaur snorted and said, "Fat chance." Then Iron Man prepared his repulsors and fired at Ultimate Humungousaur which sent him flying a few feet from the strength of the Hulkbuster's repulsors. Before he could recover he was rammed into and flown into the air by Iron Man. Ultimate Humungousaur immediately looked and noticed that he was being held in a bear hug so he squeezed hard which harmed the armor to the point of ineffectiveness. "Uh oh." said Iron Man right before they started falling to the ground. Ultimate Humungousaur broke away then fell along a separate path than Iron Man. Hulk looked up when he awoke and saw Iron Man falling to the ground as well as the creature, which made him see red. Ultimate Humungousaur saw Hulk flying at him then swung his mace-like tail at the precise second to enable him to bat hulk to the ground. He landed on top of Hulk and punched till he had managed to knock him out.

Nick Fury and the stranger stepped out of a helicopter that landed on a roof not too far off from the ginormous crater. "You betray my trust and I'll ensure that you are imprisoned for life and I'll chop your hand off if I have to." said Nick grumpily and the stranger said with slight irritation, "Unlike you Olaf One-eye, I can be trusted." Before Nick could reply the stranger jumped off of the building and transformed into a giant robot and screamed, "Omnitron!" and then changed to jet mode and flew above the crater site and saw his quarry. He immediately angled down and transformed on the way to the ground. Ultimate Humungousaur jumped out of the way and rolled to his feet. "Just what are you supposed to be?" growled Ultimate Humungousaur. Omnitron said, "I am Omnitron and I'm a Cybertronian." then Ultimate Humungousaur saw the symbol on his chest and asked suspiciously, "Where did you get an Omnitrix and why is the symbol gold?"

Omnitron smiled as only a robotic organism can and said, "Everyone has their secrets." Ultimate Humungousaur growled then said, "Enough of this. Out of my way or I'll disassemble you piece by piece." When Omnitron didn't budge Ultimate Humungousaur blasted at Omnitron but missed when Omnitron dodged then kicked at Ultimate Humungousaur. "How does the wall taste?" jeered Omnitron as Ultimate Humungousaur pulled himself from the rubble of the wall he rammed through. "Oh shut up robo brain." grumbled Ultimate Humungousaur, then slammed his symbol and yelled, "Lodestar!" Lodestar turned to Omnitron and said, "Metal meet magnetism. Wait a minute, that sounds familiar. Just got an epic case of deja vu." Suddenly, Lodestar used his magnetic ability and threw Omnitron into the ocean. _Well this isn't good_ thought Omnitron for a few seconds then thought _oh I know the quickest way to beat this idiot._ He slammed his hand onto his symbol and thought _Kronos!_ He quickly swam up and took a deep breath before he crawled onto dry land. Lodestar stared at Kronos for a few seconds who straightened his blue suit jacket which was over a lighter blue shirt, tightened his black running shoes and unstuck his black suit pants right before straightening his black bowtie then asked, "Where's the metal guy?" Kronos stood up then said in a british accent, "He went for a short space flight."

Lodestar suddenly widened his eyes when he saw the golden Megatrix xymbol on Kronos's belt and said, "It's you!" right before Kronos pointed a strange device at him then said, "Do you know what happens when a sonic device is used against a living magnet? No? Let's find out." then pressed a button and a green flash occurred then vanished in two seconds and a teen with a green leather jacket with the number ten on it appeared. "You gonna keep fighting this world's heroes, or are we going to cooperate? I highly advise you to cooperate." asked Kronos tiredly. The teen said, "Sure I'll cooperate. My aliens are even more independent in this universe, so they didn't want to be friendly. I still had some control of course, but not enough." Kronos thought for a few seconds then said, "Eh. why not. I'll give you a temporary upgrade. I'll see to it that Professor Paradox removes it or has Asmith remove it." The teen exclaimed, "You know Professor Paradox and Asmith!" Kronos shrugged and said with a slightly distracted tone, "Only by reputation." as he worked on the teen's omnitrix. "Who are you?!" demanded the teen and Kronos said, "Well, I'm Kronos. I'm a timelord from the planet Gallifrey in the constellation of Kasterborous. I've lived 4,000,000,000 years and this is my 300th time traveling to another universe."

Ben looked at him and stared with a dumbstrucked and confused expression at Kronos before someone stepped up and said, "Where's the strange dinosaur?" You should have seen it, can't miss it." said a voice and Kronos shrugged before he said, "I think the dino is gone for the time being, what do you say Tennyson?" Ben nodded and said, "Yeah. He's gonna stay gone until he's needed." Suddenly, Nick Fury showed up and said, "Where is that living robot, and where is that giant green dino with the spiked ball tail thing?" Kronos replied, "Don't get your knickers in a bunch Olaf One-eye. The green dino went back to the prehistoric days until this world needs him. Hopefully he'll be a lot more willing to cooperate next time." Fury looked at him in surprise then said, "You two are coming with me. Rogers go tell your friends that their chance to interrogate the one that attacked us has passed. Wait a minute where's Stark? I thought he would've been in the thick of it." Ben's face paled and as soon as Kronos saw his face he said, "Oh no. If only I had my TARDIS I could wait…..the vortex manipulator!" He pulled out the device and strapped it to his arm and said, "Ben be a dear and transform into Big Chill so we can save him from whatever fate you subjected him to."

Ben said with a hopeless tone, "I can't. The ultimatrix needs to recharge before I go hero again." Then Kronos scoffed and said, "Codswallop." then used his sonic to activate the ultimatrix and Ben changed into Big Chill. "Now we're ready. Hang on tight Ben this'll be much rougher than traveling in a TARDIS, oh and before I forget we'll appear ten minutes after whatever you did. As soon as we appear go get Stark even if we're in the air and it means you have to let go of me." Big Chill didn't have time to respond as Kronos activated the vortex manipulator. When they arrived Kronos saw they were in the sky and groaned, "I so knew that we'd appear in the sky aaaaaaaaand there goes Stark in the Hulkbuster armor. Well what are you waiting for?!" Big Chill let go of Kronos and flew to go save Stark. Kronos set some coordinates for him to keep appearing in the sky where Big Chill could get to him. Every time he got close to the water he activated the manipulator and teleported back up into the sky. Big Chill managed to get Stark out of the Hulkbuster armor and Stark said, "Not you again." Big Chill ignored him and flew towards Kronos. When Big Chill arrived and grabbed Kronos, Kronos asked with a smirk and evident exhaustion, "What took you so long?"

When they returned to the others Stark asked Kronos, "What just happened and who are you?" Kronos looked at his watch and said, "I would explain but I really don't have the time, besides it's a 4,000,000,000 year long story. I'm sure I'll return eventually, but till then ciao." then he slapped his belt buckle and a silver flash happened and a the stranger appeared. "Whoa. My brain just dumbed down immensely. I'll never get used to that feeling." he said as he massaged his temple. Stark said with interest, "I've never seen that technology before. Who are you anyway?" The man said, "I'm Soron MacLeod the creator of the Megatrix." Then Barton appeared and asked, "Uh Where's the dino and why is some blonde guy wearing Frank's symbol?" which caused Soron to facepalm and mumble, "Maybe I should find some different leather jacket, cause this is getting tedious."

 **This chapter explains why Ben kept fighting the heroes. Also, when you guys review please give me advice about what to do for the next chapter cause i honestly don't know. Also, i'm currently invested in Smallville: The Earth 3 Adventures and Star Wars: The Orbaniz Solo Collection which is a trilogy of books. Please give good reviews. Also Soron's headaches when he returns from being Kronos will be explain in later chapters with Kronos. It doesn't help that he's 4,000,000,000 years old either.**


	5. Chapter 4: The Predator

Chapter Four: The Predator

It's been two weeks since the two people with the strange watches came into town and Nick Fury still wouldn't trust them. Even though Soron MacLeod helped stop Ben from destroying the town more than he had Nick still kept him in a cell. No matter what Soron said Fury wouldn't believe him, so he sent for someone. When Soron woke up he was staring into the face of a bald guy sitting on a wheelchair. "So you aren't here to cause any trouble, but trouble tends to follow you wherever you go." said the man after a few minutes. Soron only nodded then said, "Satisfied now that you got what you wanted from your bald psychic pawn." Fury replied with a glare, "I don't trust anybody, least of all strangers with strange weapons. I trusted you even less when neither of you would surrender your weapons to us." Soron looked at him darkly then said in a dangerous tone. "I'm warning you Fury. Don't demand or ask for me to hand over my Megatrix ever again. You have no idea the dangers you could unleash if you try to figure out how to get into it. Same goes for Ben's Ultimatrix."

Fury glared at him then said, "I could hold you forever but the Avengers have decided to "bail" you out as it were. Same goes for your compatriot. I don't want to see either of you ever again." The bald man smiled and said, "You should come to the Xavier's Mansion for Gifted Youngsters at some point. I think you'll fit in very well." before following Fury out of the cell. Just after Soron exited the cell he looked to the right and saw Ben look to the left. "So you're the one who saved my life, kid." said Tony Stark to Soron and Soron replied with a raised eyebrow, "Stark. I'm 4,000,000,000 years old. Compared to me you're the kid, and yes I was the one who enabled Ben to save you from falling to your doom." Tony Stark raised his eyebrow and Nat said, "You're looking good for a 4 billion year old." Soron raised his eyebrows twice as he smirked and said, "You coming onto me? You do that I'll accept the offer." which caused Nat smirk as well be for walking off shaking her hips as she did so. Tony Stark facepalmed and said, "Great now I've got two seducing experts on the Avengers."

Soron looked at him with a serious expression, "I'm not one of your Avengers. I never will be. If I do work with your team it will be for personal gain. I work best alone." Ben narrowed his eyes and said, "Whether you like it or not these two are the only one's that could help us go home." which caused Soron to laugh sarcastically. Soron looked at Ben and said with a cocky grin, "Kid. If I wanted to go home right now I could. I travel through alternate realities for a living. I've met many versions of you, as well as many bearers of the omnitrix. Let's see, I've met Ben prime, Gwen ten, Kyle ten, and some others." Ben blinked twice and said, "Wait Gwen uses the Omnitrix?" and Soron smiled before he said, "Yeh, man she and I had one lovely time when we were stranded on an abandoned island with just the two of us with our omnitrixes having to recharge." Suddenly Soron's head was knocked back and his nose was really broken and bleeding. "You stay away from Gwen you son of a pig!" shouted Ben before he was restrained by Hawkeye and Captain America. Soron laughed for a few minutes and said, "Sorry, but that is a different version of Gwen. A much darker version of her. She and I are sooo similar to each other that we're perfect for each other. However the second time I went to that earth she was dead, and you blamed me for it.. naturally. Anyway, my target is Natasha Romanov in this reality."

After Soron was done getting on Ben's nerves he left the detention area and saw a lot of people wearing spider apparel as well as a catlady, buckethead, man in a yellow bandana, and a kid wearing sunglasses. "So you're the one I brought in and took down that giant green dino?" asked one of them and Soron bowed exaggeratedly then said seriously, "Don't web me again or I'll unleash Rath on you." The spider-guy walked away and the others followed except the big guy who said, "You harm Spidey we'll take you down and you'll never leave the nice comfy cell we'll put you in." Soron merely shrugged before he walked off and Ben was the next one who confronted the big guy. "I'm sorry for attacking your friends when I first got here. Rath can get a little bit violent, and I was provoked as Spider-Monkey." The big guy said, "All is forgiven. Unlike your friend who's wearing the Punisher's symbol you're alright." Ben snorted and said, "He's an even bigger jerk than me. Actually he reminds me a bit of Azmuth the creator of the omnitrix. My Ultimatrix was created by someone else, but evil. Anyway Azmuth is a bit of a jerk and even a jerk like me can see that. What's your name anyway?" The big guy said, "You can call me Power Man, and I guess all geniuses are jerks even Stark's a jerk. Same for spidey at times."

Meanwhile, Soron was walking around town when his Megatrix started beeping rapidly and Soron pressed a button on it that formed a holographic image and Soron paled. He looked around till he saw what he was looking for then backed up and ran away. "Nononononononono! How did it find me? How how how?!" muttered Soron with fear in his voice. He hurriedly activated the command to open a portal that would take him to a random universe, but the display said **40% charged**. "Crap!" shouted Soron in fear and then turned around as he felt the hairs on the back of his neck prick up. Soron was picked up by his throat and held there by the creature that has been chasing him throughout the multiverse. [Nononononononono! How did it find me? How how how?! Crap!] said the creature and Soron choked as he said, "Go to hell Yautja!" and the creature extended it's bracer's claws as it went to stab him when the predator right before it was was knocked aside which caused Soron to fall. As Soron massage his throat he saw a man wearing some sort of spandex outfit and had three metal knives extending from each of his fists slash at the predator, but the predator dodged just as quickly. "What are you bub!?" snarled the newcomer.

The predator said back to the newcomer in a distorted voice, [What are you bub?] and slashed at him. The newcomer howled in pain as his chest split open, but fortunately he healed just as fast as the predator's attack which caused the predator to back up in shock. The predator shot at him with his shoulder blaster but it was just as ineffective. When, the newcomer leaped at it the predator teleported away before it could get skewered. Soron slowly got up and said horsely, "Thanks for the help, but you've just made a new enemy for life. Now it'll be hunting both of us till either we die or it is dead." The newcomer snorted, "Let it try. A lot of people have been trying to kill me over the years and I'm still here. Why's it after you anyway." Soron shrugged and lied, "I have no idea. Maybe it's because I know what it is." and the newcomer narrowed his eyes at him then said, "You better tell me what that thing is bub, or i'll feed you to it." Soron scratched his head and massaged his throat some more before he said, "It's an alien. It's race are the Yautja. They live to hunt things. The first time I encountered one, was when it was attacking a village. I managed to use one of my aliens to suck it into a blackhole, but this one is much more dangerous than the one I killed. Now who are you?" The newcomer merely walked away as he grumbled about Yautja and stretched his limbs, and Soron muttered, "Who stuck a stick up his ass?" Two days later, Loki appeared on top of the Empire State Building and said, "Midgard I have returned."

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Don't expect to see anymore of loki in this story. you have to read the next one to see more of him. he won't be in the 3rd one though


	6. Chapter 5: The Kree Assault

Chapter Five: The Kree Assault

"After all the times you have fought them you have failed every time. Haven't you gotten tired of that little tedious fact?" asked a voice and Loki turned around as he aimed the chitauri scepter at him. "If you want to live pitiful mortal, tell me how you know me and my past." demanded Loki. The man said with a smirk as he paced, "Loki Loki Loki, how I know all this is irrelevant. What is relevant is I can help you defeat the Avengers and Spider-Man for a price." Loki decided to give him the benefit of the doubt and asked, "What is your price." The man replied with a dangerous look, "I want the head of Soron MacLeod or as I know him, Kronos." Loki scratched his head and asked, "What does he look like?" and the man merely showed a hologram to him. Meanwhile Soron had entered the Triskelion and Ben said with irritation when he saw him, "I thought you left for good." Soron scratched his head and said, "I uh just wanted to get some fresh air. Anyway, I came back to apologize to you. Look I'm sorry for saying the things I said about Gwen. I was just angry from being imprisoned in the Triskelion. Especially after I had helped them stop you from destroying the world." Ben scoffed as he walked away. Spider-Man however said, "On behalf of my team I apologize to you for bringing you in. After all you did look like the tiger guy that attacked had us."

Later that night Soron was tossing and turning in his bed as he dreamt of his aliens and enemies, as well as remembering his past. "Soron. You need to be aware. Uranus has arrived and this time we will not survive this." said Kronos and Soron said, "He can't be. We killed him centuries ago!" and Kronos scoffed as he said, "He probably turned into Echo and multiplied you dunce." and Soron realized that he was right. When he woke up the Triskelion was being attacked, and he immediately rushed out and transformed. "Raaaaath!" yelled Soron as the transformation had completed. "I didn't summon Rath! What's wrong with you Megatrix!? Nevermind Rath will do!" yelled Rath then bounded after the attackers. "Nobody escapes Rath!" yelled another Rath and Rath yelled, "Ben let's get these losers and ensure that there are no survivors!" and Rath yelled back, "Shut up Soron! Also, don't kill anyone!" and Rath yelled in return with irritation, "You take the fun out of everything Ben! Hyaaah!" just before he attacked an intruder.

Spider-Man watched the two Raths and scratched his head as he said to the readers, "Yeah I know this is confusing people. Even I don't know who is who right now. Anyway, it's time to save the Triskelion…...again." then he grapnelled up with a web and swung kicked an intruder then webbed them to the wall. He shot a web rope at one and swung him into another intruder. He looked away for a bit and saw Power Man knocking some out, Iron fist using his golden fire-y hands to knock them out, White tiger slashing at them. He also saw Iron spider blasting away, Kid-Arachnid and Scarlet Spider webbing it up and in Scarlet's case using his wrist spike things. Suddenly, his spider sense flared so he did a backward leap then saw some Kree guy there who said, "I am Ronan the Accuser and this world will be cleansed!" right before he swung his hammer down on the ground causing a shockwave of purple colored energy to go around the room. Spidey squawked then said, "This guy's a tough nut to crack. Better call the nutcracker….heh heh. See what I did? Nutcracker." then he swung away as he called some friends. "Uh hey, Tony there's a guy here who we need you to deal with. Please do. He's calling himself Ronan the Accuser, and he wields a giant alien sledgehammer. Oh no worry just swinging for my life here."

Iron Man was the first to arrive and flew in blasting away and then cut his propulsion to ram into the head honcho, but was batted away into a wall. Hulk crashed through the roof and said, "Okay Ronan it's time to smash you to a pulp." Ronan looked at Hulk and said, "Hulk! You will answer for your crimes against the Kree!" Then Hulk leaped at him and kicked Ronan into the wall and said, "I doubt that blueberry." The two Raths yelled, "That's what you get for taking on Raaaaath!" and Hulk looked at them and saw their symbols. "You!" shouted hulk and was about to attack them when Spider-Man swung in between them and said, "Whoa big guy! They're on our side. No longer the enemy." and Hulk said angrily, "One of them beat me, and nobody beats Hulk! Hulk is strongest there is!" One of the Raths changed back and said, "Yeah. Sorry about that. My aliens were being more independent than they should. It happened sometime after I arrived in this universe." and Hulk grunted as he walked away from them then the other Rath changed back and Soron was standing there. "Thanks for the help Spidey." said Soron and Ben in unison and Spidey shrugged, "You're a member of my team as long as you're here and I help my team however I can."

Soron said quietly, "I think I'll stick with the Avengers. You don't need more than one of us here. Besides I'm 4,000,000,000 years old. I'm too old for this clubhouse." Everyone looked at Soron but only Stark laughed a little at it. Soron, Hulk, and Iron Man left the Triskelion and went to the Avengers Tower. Suddenly, someone popped up out of nowhere and said, "It's time to go home Ben. your adventure here is over. You've done all you had to do, and you completely disregarded my advice. There are times I'm disappointed in you Ben." and Ben said in surprise, "Professor Paradox!" and Paradox said with a smile, "Hello Ben. Say bye to your friends now, because we have to leave in five minutes." Ben spidey's team said their farewells Ben grabbed Paradox's arm and said, "Maybe we'll meet agai…." but was cut off by Paradox teleporting them away. Ben looked around and saw that they had appeared at Ben's house. Before Paradox teleported away he deactivated the upgrade Soron gave the ultimatrix as he said, "Good luck fighting Dagon tomorrow Ben. Till next time. Ciao." Ben walked in and saw Gwen waiting around with Kevin and Julie in his home. Both Gwen and Julie ran into him and squeezed him but didn't say anything but Kevin merely shook his head and smirked as Ben mouthed, "Help me." Back at the Triskelion Loki and his new ally looked over New York and Loki said, "Sleep tight mortals for tomorrow will begin your end."

To Be Continued…..

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That's it for the Spider-man half of the Crisis of the Multiverse storyline guys. It ended not as I intended but I think this is better. We'll be seeing Ben again more than likely. I do intend more Professor Paradox appearances than Ben's appearances. I have to have a timelord meeting timewalker scenario. The next story will have Soron as a temporary Avenger. He might or might not lose his Megatrix in that story. Also don't expect Avengers Assemble: Crisis of the Multiverse to be out for a while. Currently finishing stories. However you can still read some more of my other stories. For example young justice. I'll be deleting some i was thinking of making as well because i honestly don't think i'm gonna do them anymore, and some i don't think i'll be able to do without screwing the characters up too much which will make me feel guilty. Anyway, have a good night/ day lovely ladies and gentleman. Yes i'm a bit of a flirt and a ladies man…..always fail at getting the ladies though. :( well without any further hesitation bye! :)


	7. Epilogue

Epilogue

Spider-Man was swinging through the streets when he saw some guys running away from a bank and said, "Really? No car? This is gonna be a piece of cake. If cake was made out of cloth, flesh, and money." Then quickly swung down delivering a swing kick to one of them causing him to go flying into a dumpster. "You know tweedledum your brother tweedledee is currently going to have a concussion, so if you don't want to get the same thing happen to you just go into the dumpster willingly so i can take you two to jail where you belong." The robber immediately pulled a gun out and Spidey said in mock fear, "Oh no! Guns! You've found my weakness!" then he shot a web ball into the barrel of the gun and said, "Psyche!" The robber ran at Spidey but spidey merely spun around him and kicked him to the wall then webbed him to a wall. Before he swung into the sky he webbed the one in the dumpster to keep him there. Five minutes later a portal opened and somebody face planted into the cement. "I hate portals and teleportation. Why did you have to send me here Paradox?" asked a red headed woman before she looked around. Meanwhile Thanos watched the new arrival and said, "Her. I want her and her watch. Bring them to me Loki, and don't fail in your task."

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This is an epilogue. Consider it a one paragraph one shot. Not really a part of the main story. Though it does tease Gwen Tennison who will be in the next story, but she won't be the hero of the story, maybe.


End file.
